About our AGREEMENT

This document sets out the basic terms that apply to all the work that we do - it is called our TERMS. Our AGREEMENT is made up of these TERMS, the BOOKING, and the DATA PROCESSING FORM. As this is a legal document, some words and phrases have a special meaning. These are shown in UPPER CASE. You’ll find all the definitions in section 5 below.

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Starting the AGREEMENT

This AGREEMENT begins when: you sign and return our BOOKING or you tell us to start work, preferably in writing.

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1. About the Work

a. What’s Included

Please see the BOOKING for full details of the work covered by our AGREEMENT. Minor changes can be agreed by written exchange. For major changes, we’ll issue a new BOOKING. If you’d like additional work, we’ll send you a new quote.

b. Quality Standards

We work to professional quality standards. If you have your own SLAs and KPIs please make sure they are accessible.

c. Communication Standards

The BOOKING explains our communication channels and key dates. Using different communication channels may result in delay or messages being overlooked.

d. What We Need From You

• Before we start, we need you to appoint one person to be our main contact. This person should have the authority to agree PAYMENTS and make changes to the BOOKING. We won’t be able to order goods for you or deliver SERVICES to you unless that person has authorized it.

• So that we can deliver the work detailed in the BOOKING in line with your timetable, you should send us the information we ask for by the date we require it. If you don’t provide what we need on time, we may need to reschedule your work.

• Importantly, we need you to PAY us by the due date shown on each invoice. If you don’t, we may put further work on hold until your PAYMENT arrives.

e. Resolving Problems

If the work we do seems to vary from your expectations, you should tell us and what it will take for us to get back on track. Similarly, we will do the same for you.

f. Breaking the AGREEMENT

• If you (as the customer) or we (as the supplier) fail to comply with any part of this AGREEMENT, it’s called a BREACH.

• In this case, the complaining party may send an email identifying the term in the AGREEMENT that they say has been breached and what needs to be done to fix it.

• If the BREACH can be and is remedied within 14 days, the AGREEMENT continues.

• If the BREACH can’t be or isn’t remedied within 14 days, the complaining party can end the AGREEMENT by sending a written notice to terminate.

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2. How We Work

a. Our Business Model

As an independent business, our work is not under your direction or control. While working for you, we can continue to market our services and work for other clients. Unless stated otherwise in the BOOKING or DATA PROCESSING FORM, we’ll provide all the tools and equipment required to deliver the SERVICES.

b. Working Location

Usually, we work at our own premises.

c. Working Hours

Our usual working hours are stated on our website or in the BOOKING.

d. Timelines

• When you brief us, you should specify your priorities and timelines so we can plan your work accordingly

• If we won’t be able to meet any of your deadlines, we’ll let you know in advance.

• If you don’t provide us with the information we need, when we need it, we will be unable to meet your deadline.

e. Intellectual Property (IP) and Copyright

• We own the IP and copyright for all information and documents we create while we’re working for you. Once you’ve paid us in full, ownership will transfer to you for unique MATERIALS we’ve created specifically for you, and we won’t use any part of your work for anyone else. We’ll always retain ownership of our own templates, structures, and methodologies.

• You must not send us anything that will breach someone else’s RIGHTS.

f. Confidentiality

We will only use your CONFIDENTIAL INFORMATION to perform the SERVICES, or if we are required to disclose it by law. We may keep some CONFIDENTIAL INFORMATION to keep a record of what we did for you. We will handle PERSONAL DATA in accordance with our data privacy policy and the DATA PROCESSING FORM.

• You agree that you will not disclose or use our CONFIDENTIAL INFORMATION except to support and administer our AGREEMENT.

g. Our Marketing

• We’re proud of our clients. Unless you tell us not to in writing, you grant us permission to mention your name, logo, and a general description of what we’ve done for you in our marketing. This may include our portfolio, website, and social media.

h. Insurance

• If we are insured for Professional Indemnity, Public Liability, or IR35, it will say so in the BOOKING. If you’d like to see our certificates and policy terms, please ask.

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3. About PAYMENTS

a. Working Arrangements (continued)

• There are various ways to use our services. The arrangement that applies to you is explained in the BOOKING.

b. PAYMENT Terms

• Payment is due by the date shown on the invoice unless the BOOKING states a different timescale.

c. Deposits, Prepayments, and Staged Payments

• Deposits and prepayments are due for PAYMENT before work commences and are not refundable. Staged PAYMENTS are due on the dates set out in the BOOKING.

• If you don’t PAY on time, it may delay the work even if you have accepted the TERMS and asked us to start.

• If you have paid in advance, we’ll apply the amounts to your invoices in the order they’re issued. These PAYMENTS must be used within the time specified in the BOOKING. The amounts can’t be transferred or refunded.

d. Retainers

If we’re working for you on a retainer basis:

• we’ll invoice retained work in advance of each month it covers, and will start work once you PAY.

• we are both on one month’s notice unless the BOOKING says otherwise. If you ask us for extra work that goes beyond the original scope, we’ll charge you at the equivalent to our normal hourly rate (unless a different fee is stated in the BOOKING).

e. Retainer Rollovers

• You don’t have an automatic right to rollover unused time from one month to the next.

• If you always PAY our invoices fully and promptly, we may agree that unused time can be rolled over to the next month. If you don’t use your rollover time in the following month, it will be lost.

f. Extras

• In certain situations, we have the right to charge extra. These include: Working outside the scope of the BOOKING, Expenses we incur while working with you, Costs or losses we incur because of the way you want to work with us, Other things that take time outside the scope of the BOOKING

g. Late PAYMENT and non-PAYMENT

• If you PAY late, your work will be put on hold and we have the right to charge interest at the daily rate set out in the BOOKING.

h. VAT

• If we’re VAT-registered, we’ll add the appropriate VAT amount on your invoices.

i. Tax and Withholdings

• We are entitled to be paid our fees without withholdings or deductions, and we will pay our own tax and National Insurance (NI).

• To ensure we receive the fee quoted in the BOOKING, we’ll charge you extra to recover the shortfall in the following circumstances:

• if you bring the AGREEMENT within the scope of IR35 (or any other tax obligation that means you have to withhold tax from our invoices) because of something you do or fail to do

• and/or if you deduct PAYE and/or NI from our invoices

• and/or if you insist we work under an umbrella company.

• If you are involved in a dispute with your tax authorities over our AGREEMENT, we will assist you on request by producing receipts and other existing paperwork.

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4. About Ending our AGREEMENT

• There are various ways our AGREEMENT can end:

• automatically, on the completion date stated in the BOOKING, or when the work is finished (if sooner)

• or if either party gives, in writing, the length of notice specified in the BOOKING

• or if either party gives notice in writing in line with clause 1.g above that the AGREEMENT has ended.

• All existing rights established by the AGREEMENT continue unaffected after termination.

• Once the work is complete, please delete our contact details from ongoing email groups, Slack channels, and WhatsApp chats and don’t copy us into further correspondence, otherwise we may charge you for the time it takes us to respond.

 

5. Definitions

AGREEMENT: means the legally binding contract made up of the BOOKING, the TERMS, and the DATA PROCESSING FORM.

BOOKING: means the Booking Form (setting out the details of our two organizations; the work we will do for you; and other terms and conditions about the arrangements specifically between us). The Booking Form may be amended or updated through our agreed project management channels by us both agreeing in writing to the change. BREACH: A breach occurs when one of us fails to comply with any of their obligations under the AGREEMENT. CONFIDENTIAL INFORMATION: all information that one of us discovers about the other through our connection and which is about or relates to the other’s business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or people (including directors or partners, investors, staff, suppliers, customers, clients, prospects, and contractors). However, CONFIDENTIAL INFORMATION does not include information that is openly published by the party, nor information that is publicly available without breach of our respective confidentiality obligations. DATA PRIVACY LAW: means the Data Protection Act 2018 incorporating the EU General Data Protection Regulation 2016/679 into English law, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended or replaced from time to time. DATA PROCESSING FORM: means either the data processing agreement issued by you and agreed by us, or our Data Processing Form completed by you, setting out the framework of the processing of personal and other data required by the BOOKING, and any collateral Data Processing Agreements that we decide to implement after discussion between us. MATERIALS: means written, audio, and visual materials used or produced in the course of or to support the delivery of SERVICES, including handouts, videos, questionnaires, games, case studies, explanatory material, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, reference material, prototypes. PAY, PAYMENT: payment has only occurred when we have received cleared funds in our account. PERSONAL DATA: means information about identifiable living individuals. RIGHTS: means intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and the right to apply for or register any such protection, and all rights relating to trade secrets and other unpublished information.